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15 Hard-Knock Facts About Annie

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Sony Pictures Home Entertainment

Little Orphan Annie has been a part of American pop culture for nearly a century now—first as a comic strip which made its debut in the summer of 1924, then as a popular radio show in the 1930s, which spun off into a couple of film productions later in that decade and a hit Broadway musical in 1977. Though the musical version has been adapted to the big-screen a few times over the years, most recently in 2014, the 1982 version—starring Aileen Quinn as the titular orphan—is the best known big-screen version. On the 35th anniversary of its release, here are some things you might not have known about Annie.

1. AT THE TIME, IT WAS THE MOST EXPENSIVE MUSICAL EVER MADE.

Though the final budget varies from source to source, most agree that it cost about $40 million to produce Annie, with a large part of that budget (about $9.5 million) spent on buying the rights to the popular 1977 Broadway play the film was based on. There were also the not insubstantial costs of advertising the film and producing prints, which, according to a 1982 edition of the Los Angeles Hollywood Examiner, were around $9 million. Unfortunately, the movie’s revenue didn’t even come close to recouping its expenses.

2. THE CREATOR OF THE ANNIE MUSICAL HATED THE MOVIE.

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Martin Charnin, conceiver, director, and lyricist of the Broadway hit, had nothing good to say about what producer Ray Stark and director John Huston did to his play. When he sold the rights, he relinquished all creative control. The result, Charnin told the Hartford Courant, was this: “Warbucks, played by Albert Finney, 'was an Englishman who screamed.' Hannigan, played by Carol Burnett, was 'a man-crazy drunk.' And Annie was 'cute-ed up.' Worse, the emotional relationship between Annie and Warbucks was distorted. They even downplayed the hit song "Tomorrow'' because 'Stark thought it was corny.'"

3. JOHN HUSTON WAS HIRED TO DIRECT BECAUSE OF HIS SIMILARITIES TO DADDY WARBUCKS.

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If you wanted darkness, grit, and intrigue in your film, you got John Huston to direct it. The Maltese Falcon, The Treasure of the Sierra Madre, The African Queen, Beat the Devil, ... Annie? Huston was an odd choice, but producer Stark insisted. To Stark, the grizzled, then-76-year-old director was the embodiment of Daddy Warbucks, the gruff billionaire who shouts, “I love money, I love capitalism! I do not and will not ever love children!” (Of course there is also the rumor that Huston only agreed to do such a far-flung project because he was desperate for money.)

4. ALBERT FINNEY WAS HARDLY THE FIRST CHOICE TO PLAY DADDY WARBUCKS.

While Bette Midler was the first choice to play Miss Hannigan (a role that went to Carol Burnett), there were many actors ahead of Albert Finney on the Daddy Warbucks lineup. Finney had Hollywood experience, but the stage was more his realm. Reportedly, Sean Connery was approached, but didn’t want to appear bald. Even Cary Grant, who would have been in his late 70s at the time and hadn’t made a movie since 1966, was asked.

5. “EASY STREET" WAS ORIGINALLY A HUGE, OUTDOOR NUMBER.

The first incarnation of the show-stopping “Easy Street” was literally performed in a street, with the three enthralling villains of the film—Miss Hannigan (Burnett), Rooster (Tim Curry), and Lily (Bernadette Peters), displaying their joyous greed against a backdrop of dozens of dancing street vendors. After it was shot, Huston decided it wasn’t intimate enough and, more importantly, the setting distracted from the three enormous personalities at the center of it. Burnett, Curry, and Peters were more interesting to watch just by themselves than in a whole studio full of performers. (You can see some grainy bits from the original version here.)

6. THE RE-SHOOT OF "EASY STREET" WAS MILDLY COMPLICATED BY BURNETT'S CHIN SURGERY.

After primary shooting, Carol Burnett underwent surgery to correct her overbite and align her jaw. When she was called back to re-shoot “Easy Street,” she had a new face.  As quoted in the Chicago Tribune, she told her director about her concerns. "Mr. Huston," she remembered saying, "Two months ago, when I went into the closet, I didn't have a chin."

"Dear," he responded, "just come out looking determined."

7. NEW JERSEY'S GOVERNOR SIGNED A LAW TO ALLOW CHILDREN IN THE CAST TO WORK AT NIGHT.

Annie’s climactic scene was partly shot on the Passaic River’s NX railroad drawbridge, which had been abandoned in the raised position in 1977. The scene called for Annie to climb the bridge like a ladder with Rooster following in a murderous rage. All of this took place in the dead of night, and New Jersey's child labor laws prohibited children employed in making films from working after 11:30 p.m. and before 7 a.m. More night hours would be needed to complete the shoot, and the state government was accommodating, with Governor Brendan Byrne helicoptering to the set to sign a bill amending the law, which now allows the Commissioner of Education “the authority to amend the hours of the day during which a minor may work but not the total hours.”

8. THERE WERE AROUND 500 DIFFERENT PRODUCT TIE-INS FOR THE FILM.

Annie’s merchandising began three years before the film was released. Producer Ray Stark knew that the whole world was anticipating his movie, and he intended to use that interest toward a licensing boom. Tie-ins included contracts with Crayola, Random House, Marriott hotels, Sears Roebuck & Co., Knickerbocker Toys, Procter & Gamble, and Ken-L-Ration dog food. The products would include umbrellas, wigs, lunch boxes, dog accessories, a Parker Brothers board game, a line of Marvel Comics, Annie ice cream, Annie cookies, Annie designer jeans, and hundreds more.

9. AROUND 8000 GIRLS AUDITIONED TO PLAY ANNIE.

Two years before the film version, Aileen Quinn was in the Broadway production of Annie. She was a “swing orphan,” meaning she was trained to play any of the orphans except Annie (who, at the start of Quinn’s tenure, was Sarah Jessica Parker). Auditions for the film began in 1980 and took an entire year.

The casting director had a clever way to speed the process along, according to PBS's “Lights, Camera, Annie!” Annie hopefuls lined up and each girl sang a part of “Tomorrow,” with the next girl picking up where the last left one off. Quinn was called back eight times until the production team was totally convinced she was the perfect combination of grit and sweetness. “I was completely in shock," Quinn remembered. "I didn’t believe it until the casting agent showed me the production schedule, and I was scheduled to appear on The Today Show at 7:00 a.m. the next morning. That’s when I believed it!"

10. FINNEY HAD LITTLE EXPERIENCE WITH SONG AND DANCE.

Finney was a trained Shakespearean stage actor and widely regarded for his dramatic roles. He’d only ever sang and danced once before in a performance, in the 1970 musical Scrooge. As a crotchety Scrooge, his singing and dancing came out more like cleverly inflected growls and splay-footed leaps. Annie didn’t require him to become Baryshnikov with the voice of Pavarotti, but it did call for ballad singing and a tap dance routine.

"One of my favorite memories of him is [Albert] learning to really sing for the first time," Quinn said. "He did that beautiful version of 'Maybe' ... As he was taking singing lessons on the set, I can remember him with a cigar out of his mouth and going 'la la la la la la la,' pause, 'la la la la la la la.'" This, plus Finney’s habit of putting bottle caps under his loafers to practice his tap routine, thoroughly charmed the 10-year-old Quinn. "He was, like, in it to win it ... so adorable."

11. THE WARBUCKS MANSION WAS A REAL HOUSE, BUT ONLY BRIEFLY.

It was hard to find the right place for Oliver Warbucks to call home. Many of the grandest homes of the Gilded Age had been turned into museums, and the others had been overly featured in other movies and on television. Then Huston found Shadow Lawn, a 130-room New Jersey palace built in 1927 for Hubert Templeton Parson, the then-president of Woolworths. It was designed by Horace Trumbauer and his assistant Julian Abele, considered by some to be the first African American architect in America.

Within 10 years, Parson went broke and his home was appropriated by the city. After that, according to The New York Times, it served as a military academy, a military hospital, and a school for girls, but never again as a private home. In the 1950s, Monmouth College bought the mansion and its 108 acres, and it remains a part of the school's campus today.

12. AILEEN QUINN USED TO TEACH AT THE UNIVERSITY THAT OWNS THE “WARBUCKS” MANSION.

Years after filming her performance in Annie, Quinn returned to the scence of her childhood stardom when she began teaching at Monmouth University. According to a 2012 interview with Entertainment Weekly:

"A couple years before I started teaching, I went there for a big fundraiser to help them raise money for education. So I went back for the first time and actually got very emotional. It’s that staircase that does it. After I gave my speech they had me go up the stairs and I sang “Tomorrow." That was so surreal. I was walking down that staircase again, and even though they had tables set up for the gala, I couldn’t help but think, “Oh my god, that’s where I karate chopped and that’s where I was on his shoulders.” I actually was flashing back, and that got our wheels spinning: this is an obvious match. There were some conversations afterwards and they asked if I would be interested in teaching, and I said I would actually love that. Next thing I knew, I was teaching a theater course. 

13. THE "ORIGINAL" ANNIE MOVIE WAS NOT THE FIRST BIG-SCREEN INCARNATION OF THE LITTLE ORPHAN.

As even the most casual fan of A Christmas Story knows, Annie was a radio program before it was a movie (and she wanted you to drink your Ovaltine). But that wasn’t even close to the beginning of America’s relationship with the sassy Little Orphan Annie. The original Annie as we know her appeared in a comic strip started in 1924 by Harold Gray. It was going to be “Little Orphan Otto,” but a friend convinced Gray to change it based on James Whitcomb Riley’s even older 1885 poem “Little Orphant Annie,” which in turn was based on a real orphan child living with the Riley family, Mary Alice Smith.

The comic strip ran for decades and limped along for about 40 more years after Gray’s death. Annie of the comics was Nancy Drew crossed with Dick Tracy; she spent a lot of her time fighting Nazis and uncovering communist plots. And those round, empty eye sockets? Those were on purpose, according to Gray. “The blank eyeballs served to enhance reader involvement with the strip: not seeing what is going on in the eyes of the characters, readers could impose their own fears and concerns into the narrative.”

In the 1930s, two Annie adventure movies were made. The Broadway play released in 1977 was the most successful incarnation of Annie since her days of being shot at by gangsters. It was followed by the 1982 movie, a made-for-television remake in 1999, and a 2014 reboot.

14. 10-YEAR-OLD AILEEN QUINN WON BOTH A RAZZIE AND A BEST YOUNG ARTIST FILM AWARD FOR HER PERFORMANCE.

It is indicative of how puzzled people were with Annie that they couldn’t decide if its tiny star was a prodigy or a freckle-faced misery. She was awarded the Razzie for Worst Actress in a lead role, but took home a Best Young Artist Award, too. She also received a Golden Globe nomination.

15. TIM CURRY SIGNED ON FOR THE PART OF ROOSTER BECAUSE MUSICALS WERE SOME OF THE ONLY MOVIES HE WAS ALLOWED TO WATCH GROWING UP.

Tim Curry was the son of a Royal Navy Chaplain and a school secretary. He described his childhood as “strict,” and that fact might have had an effect on his career choices. During this unedited interview, a very bored, jet-lagged looking young Curry describes his desire to be in Annie“Long time ambition really, to do a Hollywood musical. [They] were one of the movies I was allowed to see. I had a very strict childhood, but Hollywood musicals were all right.” But wait, if you want to see a tiny flash of the man who brought Pennywise, Frank-n-Furter, and Darkness to life, skip to 3:30, where he describes his character, Rooster.

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15 Surprising Facts About Steve Carell
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From the seven seasons he spent as the star of NBC’s The Office to leading man roles in comedy classics like The 40-Year-Old Virgin, Steve Carell has become one of Hollywood’s most in-demand funnymen. But he has proven his dramatic chops, too, particularly with his role as John du Pont in Foxcatcher, which earned Carell an Oscar nomination for Best Actor in 2015. Even if you’ve seen all of his movies, there’s probably a lot you don’t know about the Massachusetts native, who turns 55 years old today.

1. HE THOUGHT HE WANTED TO BE A LAWYER.

Steve Carell attended Ohio’s Denison University, where he received a history degree in 1984, and had planned to move on to law school. But when it came time to apply, he found himself stumped by the first question on the application: Why do you want to be a lawyer?

“I had never considered acting as a career choice, although I’d always enjoyed it,” Carell told NJ.com in 2011. “I enjoyed hockey and singing in the choir, and I didn’t think of them as potential careers, either … But I began to realize I really loved acting, and telling stories. Reading a book, watching a movie, going to a play, it’s transporting, and very, very exciting. And to be a part of that, creating things with your imagination, whoa."

2. HE WORKED AS A MAILMAN.

Shortly before he moved to Chicago and performed with The Second City, Carell worked as a postal carrier in the tiny town of Littleton, Massachusetts. Because the post office didn’t have its own mail vehicles, Carell had to use his own car. He kept the gig for just four months, then took off for the Windy City. “And months later, I found mail under the seat of my car,” he admitted. Carell also said it was the hardest job he has ever had.

3. HE WAS HIS WIFE’S TEACHER.

No, it’s not as risqué as it sounds. Carell met his wife, Nancy Walls, through an improv class at Second City; he was the teacher, she was one of his students. “I beat around the bush [before asking her out] and said something stupid like, ‘Well, you know, if I were to ever ask someone out, it would be someone like you,’” Carell told Details of his earliest attempts at flirting. “It’s so stupid, but it was all self-protection. She was the same way: ‘If somebody like you were to ask me out, I would definitely go out with him. If there was a person like you.’” The couple married in 1995 and have appeared in several projects together.

4. THE COUPLE HAD TO BREAK UP (ON CAMERA) ON THEIR 17TH ANNIVERSARY.

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For Lorene Scafaria’s underrated 2012 end-of-the-world dramedy Seeking a Friend for the End of the World, Steve and Nancy played a married couple who split up when it’s announced that an asteroid heading toward Earth will obliterate the planet in three weeks. Their break-up scene happens very early on in the movie, and they ended up filming it on their 17th wedding anniversary.

“She gets to leave me right at the beginning,” Carell told Parade. “They used the take where her shoe came off in the car, and she bolted across that field with one shoe on. I don’t think I’ve ever seen her run that fast. We shot the scene on our 17th anniversary. [The director] got us a cake and the crew sang ‘Happy Anniversary’ to us. It was very sweet, a very special night."

5. HE AND HIS WIFE AUDITIONED FOR SNL TOGETHER; ONLY ONE OF THEM MADE IT.

In 1995, the same year they married, both Carell and Walls auditioned for Saturday Night Live. Walls made it but Carell didn’t, which must have made for one awkward celebratory dinner. But it all turned out well in the end; Carell went on to become a household name and has hosted the show on two occasions.

6. HE WAS ONE HALF OF “THE AMBIGUOUSLY GAY DUO.”

Though he missed out on the chance to become a regular SNL cast member, there was a silver lining: He was free to say “yes” to taking a role on The Dana Carvey Show, a sketch show that SNL alum Dana Carvey created for ABC. Though it was short-lived, the show was full of amazing comedic talent; in addition to Carvey and Carell, the show featured Stephen Colbert, Bob Odenkirk, and Robert Smigel and a writers room that included Louis C.K., Charlie Kaufman, and Robert Carlock. The show marked the debut of Smigel’s recurring animated sketch, “The Ambiguously Gay Duo,” which followed the adventures of Gary and Ace, who were voiced by Carell and Colbert, respectively. After the show was cancelled, Smigel brought the “Duo” over to Saturday Night Live.

7. HE OWNS A GENERAL STORE IN MASSACHUSETTS.

While many A-list stars run side businesses—restaurants, wine companies, clothing lines, etc.—the Carells' second gig is a little less glamorous. In 2009, they bought the Marshfield Hills General Store in Marshfield, Massachusetts—where they spend their summers—in order to preserve it as a local landmark. 

“The main impetus to keep it going is that not many of those places exist and I wanted this one to stay afloat,” Carell told The Patriot Ledger. “Just generally speaking, there are not that many local sort of communal places as there used to be ... I think it’s nice for people to actually go and talk and have a cup of coffee and communicate with one another."

8. HE PLAYS THE FIFE.

Yes, Carell has got some musical talent and can actually play the fife. It’s a skill he acquired early in life, and shares with several of his family members. And it came in handy when he joined a reenactment group that portrayed the 10th (North Lincoln) Regiment of Foot, a line infantry regiment with the British Army.

9. HE WAS NOT THE FIRST CHOICE TO PLAY MICHAEL SCOTT IN THE OFFICE.

Though Michael Scott, the clueless manager of paper company Dunder Mifflin’s Scranton, Pennsylvania branch in The Office, is still probably Carell's best-known role, he wasn’t the first choice for the part. Paul Giamatti was reportedly the first choice, but he declined. Hank Azaria and Martin Short were also in the running. Bob Odenkirk was actually cast in the role because Carell was committed to another series, Come to Papa. But when that show was cancelled after just a few episodes, the role of Michael Scott was recast with Carell. (Odenkirk appeared in one of the series’s later episodes, playing a boss who was eerily similar to Carell’s Scott.)

10. WHEN CARELL LEFT THE OFFICE, THE CAST AND CREW “RETIRED” HIS NUMBER ON THE CALL SHEET.

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When Carell left The Office after seven seasons to focus on his film career, the cast and crew continued one tradition in his honor. “Steve was No. 1 on the call sheet because he was the lead of the show,” co-star Jenna Fischer told TV Guide. “And when he left, we retired his number. No one, ever since he left, was allowed to be No. 1."

11. HE WAS IN TALKS TO PLAY RON DONALD ON PARTY DOWN.

Before Party Down made its premiere on Starz with Adam Scott playing failed actor Henry Pollard, it was supposed to be an HBO series with Paul Rudd in the lead. And Rudd was pushing for Carell to play bumbling catering manager Ron Donald, as The Office didn’t get off to a great start and looked to be in danger of getting cancelled. Ultimately, HBO ended up abandoning the project, which Starz scooped up—with Scott as Pollard and Ken Marino as Ron Donald.

12. JAMES SPADER REALLY WANTED TO PLAY BRICK TAMLAND IN ANCHORMAN.

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Though it was The 40-Year-Old Virgin that turned Carell into a leading man on the big screen, his role as oddball meteorologist Brick Tamland in Anchorman brought him a lot of attention. But if James Spader had his way, Carell would never have appeared in the role at all. In a 2013 interview with Baller Status, director Adam McKay shared that before the film was even cast:

“I get a phone call and I hear that James Spader is obsessed with Brick's character. I say ‘James Spader? That is insane, will he come in and read?’ They say, ‘No, he's not going to come in and read; he's James Spader!’ James Spader and I end up talking and he called it about the Brick character. He thought it was one of the funniest character he ever read and we weren't even sure if it was going to work. He literally said, ‘I will do anything to get this role.’ Eventually, we were just like, ‘This is James Spader; he is too good for this role.’ But, he was right about how funny it was. The movie studio even questioned us and said how bizarre Brick is, and it wouldn't work. I felt bad we didn't cast James, but Carell was so good.”

Spader proved his comedic chops in 2011, when he was cast as Robert California, Michael Scott’s replacement on The Office (who quickly manages to convince the company owner to appoint him as CEO).

13. UNIVERSAL STUDIOS' EXECUTIVES WERE CONCERNED THAT CARELL WAS COMING OFF AS A SERIAL KILLER IN THE 40-YEAR-OLD VIRGIN.

Though it turned out to be one of 2005’s biggest hits, getting the tone right on Judd Apatow’s The 40-Year-Old Virgin proved to be a fairly difficult task. At one point, executives at Universal Studios expressed their concern to Apatow that Carell might come off as a serial killer to viewers.

"There is a fine line," producer Mary Parent told the Los Angeles Times. "Men and women alike could look at him and if he's too much of a sad sack, they will think, 'Dude, get a life.’” Apatow ended up adding several lines about the fact that Carell’s character could be a serial killer.

14. HE LEARNED MAGIC FROM DAVID COPPERFIELD.

In 2013, Carell played a magician in The Incredible Burt Wonderstone. In order to get the role just right, he went straight to the top: David Copperfield. The famed illusionist taught Carell and co-star Steve Buscemi a trick called “The Hangman,” and they were both sworn to secrecy. “I actually had to sign something that I would not divulge,” Carell told The Hollywood Reporter. “So that was kind of cool.”

15. HE OFFERED PRINCETON'S 2012 CLASS SOME TIPS FOR SUCCESS.

In 2012, Carell delivered a speech to Princeton University graduates—which included his niece—during Class Day. He ended his talk by offering some tips to the grads:

“I would like to leave you with a few random thoughts. Not advice per se, but some helpful hints: Show up on time. Because to be late is to show disrespect. Remember that the words 'regime' and 'regimen' are not interchangeable. Get a dog, because cats are lame. Only use a 'That's what she said' joke if you absolutely cannot resist. Never try to explain a 'That's what she said' joke to your parents. When out to eat, tip on the entire check. Do not subtract the tax first. And every once in a while, put something positive into the world. We have become so cynical these days. And by we I mean us. So do something kind, make someone laugh, and don't take yourself too seriously.”

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25 Future Stars Who Appeared on Are You Afraid of the Dark?
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A number of future celebrities stopped by Are You Afraid of the Dark? over its seven-season run—first from 1992 to 1996, and then again from 1999 to 2000 as part of Nickelodeon's SNICK lineup. Some were members of the Midnight Society, and some were merely there to help bring the creepy campfire tales to life. Here they are, on the 25th anniversary of the show's premiere, submitted for the approval of Mental Flossers.

1. RYAN GOSLING // SEASON 5, EPISODE 3

Fresh off his stint in The Mickey Mouse Club—and well before he was Young Hercules—Ryan Gosling appeared in the 1995 episode “The Tale of Station 109.1.” He played Jamie Leary, a T-shirt and flannel-wearing kid whose younger brother, Chris, is obsessed with death. To break him of his morbid obsession, Jamie locks Chris in a hearse, cautioning him to "keep it down, or you'll wake the dead!" before he leaves him there. (Nice brother!) Comedian Gilbert Gottfried also appears in this episode as a DJ at the titular radio station.

2. NEVE CAMPBELL // SEASON 3, EPISODE 13

Future Scream queen Neve Campbell played Nonnie Walker in the 1993 episode “The Tale of the Dangerous Soup,” in which recurring villain Dr. Vink makes a dish that requires a very special ingredient: his employees’ fear.

3. AND 4. EMMANUELLE CHRIQUI AND ELISHA CUTHBERT // SEASON 5, EPISODE 12

Future Entourage star Emmanuelle Chriqui had just five roles on her resume when she played Amanda, a teenage hospital volunteer who has to contend with a shape-shifting vampire, in “The Tale of the Night Shift.” 

Happy Endings and 24 star Elisha Cuthbert had a blink-and-you’ll-miss-her part in that episode, too. Series co-creator D.J. MacHale directed her in the episode, although he didn’t remember it. “There’s one scene where a nurse walks out of the room [in the hospital where a shape-shifting vampire was shacking up] and sees a little girl [who had shape-shifted from said vampire] whom she follows,” MacHale said. “And that little girl was Elisha Cuthbert. For all I know, that was the first time she was ever on camera, so that was kind of cool!” It was, in fact, Cuthbert’s first on-screen role; later, she would return to the series during its second run as Megan, a member of the Midnight Society.

5. MIA KIRSHNER // SEASON 1, EPISODE 5

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Before she starred in The Crow: City of Angels, Not Another Teen Movie, and The L Word, Mia Kirshner appeared in the 1991 episode “The Tale of the Hungry Hounds.” Kirshner played Pam Pease, a teenager who discovers her dead Aunt Dora’s horse riding jacket in a trunk in the attic … and promptly becomes possessed with Dora’s spirit.

Despite the fact that the show always begins with a campfire, this was the only episode to show a kid striking a match. “[Nickelodeon] didn’t want to teach kids how to strike matches,” MacHale told Splitsider. “They were afraid someone would burn their house down or something like that. So the campfire was always already lit when [the Midnight Society] showed up. There was one episode where someone did light a match when it slipped by Standards and Practices in an episode I directed. Mia Kirshner was the star in that episode, and in that scene, she had to light a lantern, and she didn’t know how to light a match! We practically had to fake it because she was like, ‘I’ve never done this before!’ Which I guess maybe gives credibility to Nickelodeon’s theory that we didn’t want to teach kids how to light a match.”

6. DANIEL DESANTO

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You probably recognize him as Gretchen Weiner’s kinda-sorta-boyfriend in Mean Girls, but before that, Daniel DeSanto was providing the voice of Carlos Ramon on the cartoon The Magic Schoolbus and playing Tucker, a Midnight Society member, on 65 episodes of Are You Afraid of the Dark? from 1992 to 2000.

7. EUGENE BYRD // SEASON 1, EPISODE 6

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Shortly after he played Eugene on The Cosby Show, Byrd booked the role of practical-joke loving Weeds in a 1992 episode, “The Tale of the Super Specs.” He buys his girlfriend, Mary Beth, a pair of weird glasses that allow her to see terrifying black-clothed beings from another dimension (who are even into playing creepy games of basketball!). Spoiler alert: The episode does not have a happy ending for Weeds and Mary Beth. Byrd would go on to star in shows like Ghostwriter, Bones, DaybreakCrossing Jordan, True Blood, and Arrow.

8. JOANNA GARCIA SWISHER

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Joanna Garcia Swisher—then just Joanna Garcia—had a few small roles on other series before she played Sam, one of the members of the Midnight Society, beginning in Are You Afraid of the Dark's third season. She later appeared in Party of Five and Freaks and Geeks and starred on the TV series Reba. More recently, she played Ariel on Once Upon a Time.

9. JAY BARUCHEL

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The Knocked Up and Man Seeking Woman actor appeared in a few episodes of Are You Afraid of the Dark?, including Season 6's "The Tale of the Zombie Dice” and "The Tale of the Walking Shadow,” and the Season 7 episode “The Tale of the Time Trap.” He made his first appearance in Season 5’s “The Tale of Dead Man's Float” (above), playing a little kid who, in 1954, gets attacked by a ghost in a pool (which was, naturally, built over a graveyard). When the pool is reopened in the present day, things don’t go so well.

10. HAYDEN CHRISTENSEN // SEASON 6, EPISODE 13

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Before he was Anakin Skywalker, Hayden Christensen played Kirk in the 1999 episode “The Tale of Bigfoot Ridge.” The episode involved snowboarding, some excellent ‘90s music, the search for a missing friend, and a ghost that kidnaps people.

11. EDDIE KAYE THOMAS // SEASON 3, EPISODE 9

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Future American Pie star Eddie Kaye Thomas had his first-ever screen role in Are You Afraid of the Dark? in the 1994 episode “The Tale of the Curious Camera.” He played Matt, a kid that nobody notices—unless they’re bullying him. When he fails to show up in his basketball team portrait, the photographer gives him an antique camera. But it’s no ordinary camera: Bad things seem to happen to anything Matt takes a picture of. It’s all fun and games when it’s a picture of the wall or a bully at school—less so after Matt accidentally snaps a photo of his parents. (This is probably an homage to the Twilight Zone episode “A Most Unusual Camera.”)

12. COLIN FERGUSON // SEASON 5, EPISODE 7

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This actor, who starred on the SyFy series Eureka, got his start on Are You Afraid of the Dark?. In “The Tale of C7" Ferguson plays Tommy, one of the spirits summoned from a nearby lake by an old jukebox.

13. RACHEL BLANCHARD

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Blanchard had a few roles under her belt when she played Kristen, a member of the Midnight Society, on 26 episodes of Are You Afraid of the Dark? from 1990 to 1993. Later, she played Cher in the TV version of Clueless, had a guest-starring role on 7th Heaven, and, most recently, appeared in the TV series Fargo.

14. AARON ASHMORE

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Now best known for playing Jimmy Olsen on Smallville and Steve Jinks in Warehouse 13, Aaron Ashmore had just one screen credit to his name when he played Billy in the 1993 episode “The Tale of the Thirteenth Floor.” In 2000, he appeared on the show again, this time playing Jake in “The Tale of the Lunar Locusts.” The episode starred figure skater Tara Lipinski, who played an alien named Ellen, and dealt with alien babies buried beneath a school football field.

15. JEWEL STAITE

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Firefly and Serenity star Jewel Staite appeared on two episodes of Are You Afraid of the Dark?. In the Season 3 episode “The Tale of Watcher’s Woods," she played Kelly, a sorta-snooty summer camp attendee who gets lost in a dark and dangerous woods. Then, in Season 4, she got to rock the truly '90s fashion combo of turtleneck and strong-shouldered blazer as Cody in “The Tale of the Unfinished Painting.”

16. CHRISTOPHER HEYERDAHL

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Now known for his roles on Van Helsing, Hell on Wheels, Caprica, and True Blood, and for playing Marcus in the Twilight series, Christopher Heyerdahl had just one screen credit to his name when he appeared on Are You Afraid of the Dark? in two Season 2 episodes. First, he played Nosferatu in “The Tale of the Midnight Madness” (above), and, just two episodes later, played Leonid in “The Tale of the Thirteenth Floor.”

17. CHARLIE HOFHEIMER

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The man who would play Peggy Olsen’s boyfriend Abe Drexler on Mad Men and later take a starring role in 24: Legacy appeared in two episodes of Are You Afraid of the Dark? in the mid-’90s: “The Tale of the Water Demons” in Season 4—he played Dean Wilson, the cousin of the bad boy main character—and Season 5’s “The Tale of the Unexpected Visitor,” in which we learn a very valuable lesson: Never hack into the satellites your dad is using for deep space research. Not even to get "World War Four: Their Finest Hour" for free.

18. GREGORY SMITH // SEASON 4, EPISODE 13

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Future Everwood star Gregory Smith played train-obsessed Tim Williamson in “The Tale of Train Magic.” When a ghostly conductor gives Tim a new car for his train set, Tim is transported onto train 713 ... which had actually crashed years earlier, killing everyone on board.

19. CHRISTOPHER REDMAN

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Yet another actor who appeared on multiple episodes of Are You Afraid of the Dark?, Christopher Redman played Mike Carter, big brother to a truly awful little kid who steals the money for their mom's birthday gift and buys a Nintendo game, in the Season 3 episode “The Tale of the Crimson Clown” and, in Season 4, played Simon Lewis in “The Tale of the Renegade Virus.” He would go on to have roles in StarGate: SG1, Touching Evil, and Saved. He also played Michael Travers in 25 episodes of CSI: Miami.

20. AND 21. A.J. BUCKLEY and TED WHITTALL // SEASON 5, EPISODE 8

After he appeared as camp counselor Lonnie in the 1995 episode “The Tale of Manaha”—which featured monsters hungry for human flesh!—A.J. Buckley played Adam Ross on CSI: New York, Ed Zeddmore in Supernatural, and Danny Crowe in Justified. And in just his second-ever role, Ted Whittall—who has since appeared on The L Word, Smallville, Once Upon a Time, and Beauty and the Beast—played an unnamed Park Ranger.

22. KYLE DOWNES

Now best known as Lizzy McGuire’s Larry Tudgeman, Kyle Downes appeared in two Season 6 episodes of Are You Afraid of the Dark?, playing two different characters. In “The Tale of the Forever Game,” he played Nathaniel, a guy trapped in a tree until he can win a Jumanji-esque board game, and in “The Tale of Vampire Town,” he played vampire slayer Adder Carballo.

23. VANESSA LENGIES

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The American Dreams, Stick It!, and Glee actress became a member of the Midnight Society in 1999, playing Vange on the show's final two seasons.

24. LAURA VANDERVOOT // SEASON 7, EPISODE 11

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After she played Ashley Fox in the 2000 episode “The Tale of the Laser Maze”—which involves laser tag, karate, and clones—Laura Vandervoot appeared in Instant Star, had a role in Ted, and played Supergirl on Smallville.

25. EMILY VANCAMP // SEASON 7, EPISODES 1, 2, AND 3

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The future Everwood and Revenge star played Peggy Gregory in final season's three-part opener The Tale of the Silver Sight. It was her first-ever on-screen role.

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